Performance by Holdco Sample Clauses

Performance by Holdco. Holdco shall deliver to Contributor the following: (a) the General Assignment, Bxxx of Sale and Assumption Agreements (substantially in the forms attached hereto as Exhibit 7.2.1(b)) duly executed by the TOT Unified Sub and TOT Operating Subs; (b) [intentionally omitted]; (c) certificate of good standing of Holdco, as of the most recent practicable date (but in any event not more than fifteen (15) days prior to the Closing), from the Secretary of State of the State of Delaware; (d) stock certificate(s) of Holdco Stock constituting, in the aggregate, ten percent (10%) of the entire issued and outstanding Holdco Stock, such stock being duly and validly issued and non-assessable; (e) copies of duly executed documents, instruments or agreements required under this Agreement to be made and entered into by Holdco in connection with the Transactions; and (f) copy of the duly executed assignment pursuant to which, concurrently with Contributor's contribution as set forth in Section 2.1.1, NETE assigns to Holdco the participation interests representing seventy percent (70%) of the charter capital of TOT Money Russia. Holdco shall also deliver to NETE stock certificate of Holdco Stock constituting ninety percent (90%) of the entire issued and outstanding Holdco Stock, such stock being duly and validly issued and non-assessable.
Sample 1
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Performance by Holdco. The parties acknowledge and agree that, in certain circumstances as may be necessary or appropriate, the responsibilities, duties and obligations of the Manager set forth in this Section 2 may be performed, fulfilled or satisfied on behalf of the Manager by HoldCo or its employees, agents or contractors. In any such case, HoldCo shall be subject to and bound by the terms and conditions of this Agreement applicable to such responsibilities, duties and obligations, or the performance, fulfillment or satisfaction thereof, in the same manner and to the same extent as the Manager would be subject to and bound by such terms and conditions, and Ameris shall be entitled to enforce such terms and conditions against HoldCo in the same manner and to the same extent as it would be entitled to enforce such terms and conditions against the Manager.
Sample 1

Related to Performance by Holdco

  • Performance by Seller Seller shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by each of them, on or before the Closing Date.

  • Performance by Purchaser Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser at or prior to the Closing Date.

  • Performance by Buyer Buyer shall have performed and complied with all covenants and agreements and satisfied all conditions required by this Agreement to be performed by Buyer on or before the Closing Date.

  • PERFORMANCE BY INVESTOR Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.

  • Performance by Affiliates Each Party may discharge any obligations and exercise any right hereunder through any of its Affiliates. Each Party hereby guarantees the performance by its Affiliates of such Party’s obligations under this Agreement, and shall cause its Affiliates to comply with the provisions of this Agreement in connection with such performance. Any breach by a Party’s Affiliate of any of such Party’s obligations under this Agreement shall be deemed a breach by such Party, and the other Party may proceed directly against such Party without any obligation to first proceed against such Party’s Affiliate.

  • Performance by Agent If the Borrower shall fail to perform any covenant, duty or agreement contained in any of the Loan Documents, the Agent may perform or attempt to perform such covenant, duty or agreement on behalf of the Borrower after the expiration of any cure or grace periods set forth herein. In such event, the Borrower shall, at the request of the Agent, promptly pay any amount reasonably expended by the Agent in such performance or attempted performance to the Agent, together with interest thereon at the applicable Post-Default Rate from the date of such expenditure until paid. Notwithstanding the foregoing, neither the Agent nor any Lender shall have any liability or responsibility whatsoever for the performance of any obligation of the Borrower under this Agreement or any other Loan Document.

  • Performance by Contractor The Contractor, at the Contractor's own expense, shall, except as herein otherwise specifically provided, furnish and provide all and every kind of labour and superintendence, services, tools, implements, machinery, plant materials, articles and whatsoever is necessary for the due execution of the work. The Contractor shall fully construct and erect the work in the most thorough, professional and substantial manner, in every respect to the satisfaction and approval of the Engineer. The Contractor shall complete the work within the time specified herein and deliver it to the Minister in the manner and upon the terms and conditions of the Contract.

  • Performance by the Company The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company.

  • Performance by the Purchaser The Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Initial Closing and as of each Settlement Date.

  • Performance by the Investor The Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.

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